Drm Ventures (TSXV:DRM.P)
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TORONTO, Oct 6 /CNW/ --
SYMBOL:DRM.P
TORONTO, Oct 6 /CNW/ - DRM Ventures Inc. ("DRM") (TSX-V:DRM.P) announced
today that it has entered into an agreement in principal with Tellurian
Healthcare Business Services ("Tellurian") in respect of a proposed
"qualifying transaction" for the purposes of the policies of the TSX
Venture Exchange (the "Exchange").
Under the letter agreement it is proposed that DRM, a capital pool
company listed on the Exchange, will acquire all of the issued and
outstanding securities of Tellurian or complete some other form of
transaction that has the same effect. Shares of Tellurian will be
exchanged for shares of DRM at a price of $0.20 per share, such that
following the exchange, current holders of DRM shares will hold
approximately 24% of DRM shares and current holders of Tellurian shares
will hold approximately 76% of the DRM shares.
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable
pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the
required shareholder approval is obtained. There can be no assurance
that the transaction will be completed as proposed or at all.
The parties have agreed to commence due diligence and apply for a waiver
of sponsorship from the Exchange or to find a sponsor for the
transaction if a waiver is not granted.
Tellurian is a private healthcare business services company located in
Vancouver, BC with offices in Irvine, California. Tellurian provides a
wide range of business services to physician practices including
specialized systems which aim to increase profits and revenues to
physician practices. In the United States, recent and continuous changes
to healthcare regulation have created additional opportunities for
Tellurian's services.
A press release with further particulars relating to the proposed
transaction will follow in accordance with the policies of the Exchange.
Additionally, DRM is pleased to announce the appointment of Paul Stinson
to the board of directors.
Stinson is currently President of Capra Consulting International Inc.,
where he advises global healthcare companies. His previous experience
includes (i) Director General of Human Proteome Organisation (HUPO)
where he established an international scientific consortium, (ii)
Executive Director of BC Biotech from 2001 to 2004 where he helped
secure British Columbia's recognition as a leader in Life Sciences, and
(iii) Managing Director of Boehringer Mannheim (BMI) where he initiated
strategic alliance negotiations for BMI with an Indian partner,
resulting in a merger between BMI and a major Indian healthcare
conglomerate.
"Paul has a deep understanding of global healthcare, we are excited
about the energy and intensity he brings to the board," said Amin
Khalifa, Chairman of DRM.
In connection with Mr. Stinson's appointment to the board he acquired
50,000 shares of DRM from one of the existing directors of DRM, which
shares are subject to escrow. Mr. Stinson's appointment follows Michael
Salter's resignation from the board of directors. DRM would like to
thank Mr. Salter for his efforts on the board.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company should
be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved the
contents of this press release. Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This news release may contain forward-looking statements that are based
on DRM's expectations, estimates and projections regarding its business
and the economic environment in which it operates. These statements are
not guarantees of future performance and involve risks and uncertainties
that are difficult to control or predict. Therefore, actual outcomes and
results may differ materially from those expressed in these
forward-looking statements and readers should not place undue reliance
on such statements. Statements speak only as of the date on which they
are made, and DRM undertakes no obligation to update them publicly to
reflect new information or the occurrence of future events or
circumstances.
pAmin Khalifabr/Chief Executive Officerbr/DRM Ventures Inc.br/a href="mailto:aminkhalifa@mac.com"aminkhalifa@mac.com/a/p